萬國法律事務所

To avoid situations in which independent directors may become a “rubber stamp”, Taiwan's Financial Supervisory Committee has announced amendments to the Regulations Governing Procedures for Board of Directors Meetings of Public Companies.  The amendment contains a stipulation that requires at least one independent director to attend board meetings.  If this stipulation is violated, the representative of such company will be subject to a fine.
 
In order to increase the transparency of audit committee meetings, an amendment to the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies requires that meetings of audit committees be sound recorded or video recorded and that the recording be preserved for a period of at least five years.
 
Finally, there are two amendments to the Regulations Governing Appointments of Independent Directors and Compliance Matters for Public Companies. The first amendment eases the restriction on the required minimum qualifications of independent directors such that a member of the tender offer committee or the merger and acquisition committee can be elected to the position of independent director. The second amendment requires that if the term of office of an independent director exceeds nine years, the reasons for the re-election of such independent director must be disclosed and explained at the shareholders' meeting.